Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - SOUTHERN UNION CO | presentation.pdf |
| EX-99.1 - EXHIBIT 99.1 - SOUTHERN UNION CO | ex99_1.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 6, 2010
SOUTHERN
UNION COMPANY
(Exact
name of registrant as specified in its charter)
|
Delaware
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1-6407
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75-0571592
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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5444
Westheimer Road
Houston,
Texas
(Address
of principal executive offices)
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77056-5306
(Zip
Code)
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Registrant's
telephone number, including area code: (713) 989-2000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
7.01 Regulation FD Disclosure
On April
6, 2010, members of Southern Union Company (the “Company”) senior management
will host an investor presentation in Houston. The presentation, which is
attached hereto as Exhibit 99.1, will focus on an overview of the Company, its
organic growth projects and growth opportunities and the expected 2010 financial
outlook. In particular, the presentation contains information with
respect to previously issued 2010 earnings guidance, projected pro forma
adjusted EBITDA on a consolidated basis and by business segment and projected
capital expenditures.
The
presentation materials attached hereto under Item 7.01 shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as expressly set forth by
specific reference in such a filing.
In the
attached presentation, the Company uses pro forma earnings before interest and
taxes, depreciation and amortization (EBITDA), adjusted EBITDA and
adjusted net earnings; all non-GAAP financial measures, as the
performance measures to evaluate Company and segment performance. As defined in
Regulation G, "Conditions for Use of Non-GAAP Financial Measures," a
non-GAAP financial measure is a numerical measure of a company's historical or
future performance, financial position or cash flows that excludes (includes)
amounts, or is subject to adjustments that have the effect of excluding
(including) amounts, that are included (excluded) in the most directly
comparable measure calculated and presented in accordance with generally
accepted accounting principles (GAAP). The Company provides a
full Regulation G reconciliation of the non-GAAP financial measures used to
evaluate Company and segment performance in the presentation.
ITEM
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. Exhibit
|
April
6, 2010 Investor Presentation
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This 8-K
includes forward-looking statements and projections. The Company has made
every reasonable effort to ensure that the information and assumptions on which
these statements and projections are based are current, reasonable, and
complete. However, a variety of factors could cause actual results to differ
materially from the projections, anticipated results or other expectations
expressed in this release. Important factors that could cause actual
results to differ materially from the projections, anticipated results or
other expectations herein are enumerated in the Company’s Securities and
Exchange Commission filings. While the Company makes these statements and
projections in good faith, neither the Company nor its management can guarantee
that anticipated future results will be achieved. Reference must be made to
those filings for additional important factors that may affect actual results.
The Company assumes no obligation to publicly update or revise any
forward-looking statements made herein or any other forward-looking statements
made by the Company, whether as a result of new information, future events, or
otherwise.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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SOUTHERN
UNION COMPANY
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|||
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(Registrant)
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|||
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Date:
April 6,
2010
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By:
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/s/ Robert M. Kerrigan,
III
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Robert
M. Kerrigan, III
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|||
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Vice
President - Assistant General Counsel and
Secretary
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EXHIBIT
INDEX
Exhibit
No. Description
|
April
6, 2010 Investor Presentation
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